The Captain Makes Three
by DepressingGreenie
Summary: It is a rainy night at the 501st & 212nd's camp, the Generals enjoy some down time hidden away under the protection of their tents... Then Captain Rex comes along and things get a lot more fun. [Smut - Rex/Anakin/Obi-Wan]


The rain beats heavily down as it had for the past week. The large ravine where the 501st and the 212nd attack battalion have set up their base alongside their generals was always slick with mud. The rain started only after they had set up the base and had not stopped since. It had seemed pointless to move the base, even with the mud slowing them all down. Long periods of wet weather seems common place on Helexii IX.

Hidden away under the protection of their tents the generals enjoy some down time. A rare thing during the course of the Clone Wars and an opportunity that neither Obi-Wan nor Anakin will let slip.

Anakin pulls Obi-Wan flush against his chest, the cot in their tent creaking under their combined weight. He runs his hot tongue slowly down the shell of Obi-Wan's ear leaving a wet trail. "Mmmmm… It's so karking good… uhhhh… to get you like this… been far too long"

Obi-Wan turns his head to look back at Anakin, face flushed with arousal. He can only moan in reply as Anakin bites down on his ear and starts sucking. The moist noises of Anakin's ministrations going straight to his hardening cock.

"Too b-bad the war is on, oth-erwise… I would… have you, ass up… every kriffing chance" Anakin laughs, his hands moving to caress Obi-Wan's chest though his robes. Obi-Wan's hands meets his and draws them to his belt, his meaning clear to Anakin.

Anakin sits up and repositions to the end of the cot. He gestures Obi-Wan to lay on his back. When he complies Anakin sets to work on divesting Obi-Wan of his robes. They hardly make a sound as they are tossed aside to the floor.

With Obi-Wan laying chest bare before him, Anakin, leans over to give his lips a bite. He draws Obi-Wan's bottom lip into his mouth and worries it between his teeth. His tongue darting out to tease the trapped flesh. Only stopping when Obi-Wan lets out a high pitched moan.

Anakin pulls back slowly, look up at Obi-Wan through his lashes. Without breaking eye contact he lowers his mouth to Obi-Wan's chest. He pants wet kisses from his sternum slowly up to his neck. Obi-Wan gasped and arches forward to his mouth. Anakin gives a lingering suck on his partner's neck marking him. He pulls back and laps at the bruise with his tongue in short strokes of his tongue. With one final lick to the bruise he moves lower.

Obi-Wan runs his fingers through Anakin's messy hair, trying to push him down faster to his hard flesh. Anakin has other ideas and sits up. He looks up at Obi-Wan seductively, licking his lips and leans forward, his hands coming to rest on Obi-Wan's hips. Without warning, he launches himself onto Obi-Wan's lap.

Obi-Wan cries out in pain as the weight of Anakin crushes his most sensitive flesh. Anakin quickly jumps off him, alarmed.

Obi-Wan curls in on himself with a low groan, his hands firmly grasping his member. He gives Anakin a pained dark look. "E CHU TA ANAKIN! WHAT WAS THAT FOR?" He yells out

"Hey, I didn't know it was going to hurt!" Anakin says in protest. Obi-Wan groaned in response, bringing one hand to cover his face. Anakin reaches out to Obi-Wan soothingly and takes the hand hiding his face "Obi-Wan, I am s-"

They both stop still when a gruff voice calls out from the entrance to their tent, just loud enough to be heard over the rain "Generals? Are you okay?" Obi-Wan and Anakin looked at each other in horror. Before they can protest, Captain Rex enters their tent, removing his helmet when entering. For a short moment they just silently stare at one another. Rex is dripping wet from the rain.

Rex clears his throat, "I… uhhhh… Heard a noise… I… I came to assist" Obi-Wan blushes hard at the captain's words. Rex tries to look anywhere but at his generals, his own blush colouring his face.

Anakin looks to Obi-Wan and smiles "Rex, I do believe you still may be of… assistance" Both Rex and Obi-Wan turned to Anakin in confusion. He gives both a suggestive look and his meaning becomes clear "… If we all agree of course"

Rex offers a curt nod while Obi-Wan vocally affirms his consent. "If you… don't mind me asking, sir, how are we going to go about this?" Rex asks.

Anakin grins, holding his hands out to Obi-Wan. When Obi-Wan grabs his hands firmly, he pulls him up from the cot. With a quick twist, Anakin has Obi-Wan facing away from him. "Strip for us then sit down on the cot" Anakin commands.

Rex paused, having never been trained for any of this. He runs his left hand up his right releasing the armour as he went. He let his gear hit the floor not breaking eye contact with his generals. Obi-Wan and Anakin smile encouragingly at the captain. Rex grins and runs his hands slowly down his chest plate and back up. His fingers slicking slightly against the metal. He takes off his shoulder pad and tosses it aside causally. He runs his hand along his left arm, letting the armour loose to freely fall to the floor.

Rex runs his hands down his sides, removing the chest plate. His black form fitting body suit clings tight to his frame showing off his muscles as he disposes of his armour. Obi-Wan and Anakin watch his movements transfixed.

Turning around so his back is facing his audience and bends over with a moan. Rex makes quick work of the armour protecting his legs, then purposely slows when removing his crotch plate. He stands up straight and looks over his shoulder with a lustful stare. Only his belt and kama remain over his body suit.

Rex starts rolling his hips, his hands pulling slowly down his broad chest. He turns side on to his generals showing off the prominent bulge jutting out between his legs. He grabs his erection through the fabric and pulls himself slowly, getting pleasure in the way Obi-Wan and Anakin take in his every move. He pulls himself slowly drawing moans from his audience's lips. He grins at them and licks his lips. He takes off the last of his gear and returns to his cock, teasing himself until pre-cum is leaking through the fabric. Rex grabs the fabric in his hands pulling it away from his cock. He squeezes the fabric till pre-cum coats his fingers and pulls them up to his mouth. His fingers leave his mouth with a slick sound and he begins pulling at the body suit, a low moan falling from his lips.

When the suit is off Obi-Wan pulls away from Anakin and swaggers towards Rex. He slowly gets down on his knees and with his hands on Rex's hips urges him to sit on the cot. Obi-Wan leans forward a runs the glans of Rex's member across his cheek, causing him to groan. Obi-Wan reaches lower and flicks at his balls with his tongue before taking them into his mouth, rolling their weight over his tongue. He pulls back slowly, lightly dragging his teeth across them as they fall from his mouth wetly. He looks up at Rex as slowly moves his mouth to his cock, licking the drool from his lips as he does so.

Anakin quickly removes his robes and gets down behind Obi-Wan. He grasps Obi-Wan's ass firmly and opens him up to his tongue with is hands. Anakin drags his mouth over the tight hole. Obi-Wan moans around his heavy mouthful making Rex groan. Anakin grins into Obi-Wan ass. He pulls back and drools over his ass, letting it fall slowly onto Obi-Wan's entrance making him squirm in pleasure. Anakin blows on the drool making it circle his hole. He slides his tongue around and plays with the wetness, pushing up the drool that trails slowly down his crack with his tongue. Obi-Wan is moaning almost constantly around Rex's cock and rocks back onto Anakin's face.

With quick use of the Force, Anakin calls the lube over from the travel pack. He coats his fingers thickly with lube and rubs them over the tight puckered flesh. He alternates the patterns of his fingers, making Obi-Wan wither and twitch. Anakin slips in the first finger curling and twisting slowly. When Obi-Wan starts thrusting back onto his finger, he adds a second, drawing a long desperate moan from him.

Anakin pulls back and taps Obi-Wan's side with his free hand, making an upward motion. Understanding the meaning, Obi-Wan lets Rex's cock slip from his mouth and sits up off the floor. With his hands on firmly grasping the cot for support, he leans in to kiss Rex. Rex licks the drool from around Obi-Wan's mouth hungrily. With his left hand, he pulls Obi-Wan closer, his right going to his hard slick cock. With Obi-Wan in a better position Anakin slips in a third finger, making him moan into his kiss with Rex.

He curls and twists his fingers against Obi-Wan's prostate, nearly making him sob with pleasure.

Anakin removes his fingers and puts his hands around Obi-Wan's rib cage. He trails little kisses up Obi-Wan's back, blowing over each one as they are made, making Obi-Wan shiver. Upon reaching the top Anakin bites down onto Obi-Wan's right shoulder, making him cry out. Obi-Wan takes his right hand of the cot, making him fall heavily against Rex's chest, and grabs Anakin by the air pulling him tightly against the shoulder. Anakin pulls away to inspect the bite, licking it lovingly.

Anakin grabs Obi-Wan by the hips firmly and turns him to face him and pulls him into his lap for a slippery kiss. He lifts Obi-Wan up without breaking the kiss, using the force to pass the lube to Rex. Obi-Wan thrusts against Anakin's chest frantically, turned on by the wet sound of Rex slicking himself up and the sweet warmth of Anakin's lips.

Anakin slowly drops Obi-Wan carefully onto Rex's cock. Obi-Wan moans, the penetration filling his stomach with hot heat. He his pushed to lay on Rex's chest by Anakin, who takes up position between his legs. Anakin grabs Obi-Wan's cock and strokes it firmly making Obi-Wan gasped heavily, his hand still slick from preparing him.

Obi-Wan pushes himself up slightly so Rex's cock can go deeper. Obi-Wan thrusts himself between Rex's cock and Anakin's hot mouth. The sounds of slick flesh slapping together fills the tent along with the loud lustful moans. The rain is now heavy enough to muffle the sounds from the tent. "Oh force" Obi-Wan cries, tossing his head back. Rex grabs Obi-Wan's hair and turns Obi-Wan's head for a rough kiss.

Anakin takes Obi-Wan's cock from his mouth and lets it slap wetly against his face. He messily attempts to mouth it, drool slipping everywhere.

Anakin slides his fingers over Obi-Wan's thighs and ass. He drags his slick hands over where Rex is entering Obi-Wan's body and slips them in. Encouraged by Obi-Wan's breathless moan, he twists them, stretching Obi-Wan further. He takes Obi-Wan's cock back into his mouth and adds a second finger.

Obi-Wan groaned as Anakin slips in two more fingers and stretches them out. He tries to push his body harder onto Rex's Cock and Anakin's fingers. The extra fullness making him feel needier than he could remember. "Ahhh- Aana-kin, Kriff. Unnnggggg, so good. Ah-kin more, need" Obi-Wan brakes off with a loud whine as Anakin twists his fingers.

Anakin takes his mouth off Obi-Wan's cock making him whimper in loss. "Yes, Obi-Wan? What do you want? Tell us" Anakin moans, continuing to scissor his fingers.

Obi-Wan tosses his head back with a drawn out groan "Plea-sse, Ahhhhhhhh. I need-…"

"Yes, Master" Anakin asks sweetly curling his fingers teasingly, bringing his head forward to lick Obi-Wan's weeping cock.

"FUCK ME!" Obi-Wan cries out loudly. Rex laughs, never having seen the general loose his composure to such an extent.

Anakin removes his fingers and stands up. Obi-Wan looks at him pleadingly, his fringe nearly obscuring his vision. Anakin leans over the undulating bodies beneath him and pulls Obi-Wan into a wet kiss. "As you wish, Master" Anakin whispers against his lips before pulling back.

Anakin gently pushes Rex and Obi-Wan along the cot. Rex sits up slightly, using his right hand to brace himself. Obi-Wan sits up fully in Rex's lap, rocking his hips back and forth. Anakin uses the force to lift Obi-Wan slightly, not enough for Rex's cock to slip free, making his whimper in protest.

Anakin grabs the lube and grins at Rex, panting heavily, he slicks himself thoroughly. He hops on to the end of the cot gently as to not knock anyone. He slips his left leg over Rex, locking their hips together and aligning their cocks. Anakin grabs his lube coated hand and gives Rex's cock a quick rub to make sure they are both slick enough, making sure not the dislodge him.

Anakin sits up slightly and aligns his cock to Obi-Wan's entrance next to Rex's. With his force hold on Obi-Wan, he slowly lowers him onto the two cocks. Obi-Wan's jaw goes slack in a silent moan and he leans forward, reaching his right hand out to find something to balance himself with.

When both cocks are full sheathed, Anakin and Rex give Obi-Wan a moment to adjust to the fullness. Obi-Wan gently rotates his hips. His tight, needy moans filling the space of the tent. Rex bites into his hand to muffle his cries of pleasure at Obi-Wan's tight movements. Anakin tosses his head back and moans deep in his chest.

Every time Obi-Wan drops down onto the cocks all their air feels like is knocked from his chest. Gasps, cries and moans leave his lips as he rides the cocks faster. His hair falling over his face and sticking with the perspiration. The slick sound of the joining echoes loudly through the tent. The rain has lessened, leaving the chance that someone could hear them, but they could not care. "Oh kriffing hells! Oooooohhh!" Obi-Wan cries out, feeling himself near the edge of his limits.

Anakin groans loudly at Obi-Wan's pleasure filled cries. Thrusting up roughly into Obi-Wan alongside Rex, he could feel his orgasm begin to coil in his belly. Hearing that Rex was close as well, he reaches out to Obi-Wan and takes his cock in hand. With a firm grip still slicked by lube, he brings Obi-Wan off to a screaming orgasm, his cum spilling over Anakin's chest and face.

Feeling Obi-Wan's own pleasure through the force sends Anakin over the edge with him. Moaning hoarsely, his hot cum fills Obi-Wan's insides and runs down his and Rex's cocks. Rex soon follows, the strong convulsions of the flesh surrounding him brings him to his own climax. Obi-Wan's arms give out and he collapses against Anakin's chest panting. Obi-Wan moans as Rex slips out from his now very sensitive flesh, making Anakin slip out as well.

Rex gets up from the cot carefully as not to discomfort Obi-Wan. He finds a wash cloth and dampens it with a water bottle. He sits down next to Obi-Wan and begins to gently clean him, slowly drawing the cloth over his flesh. Anakin speaks softly to Obi-Wan of nothing as he begins to drift off to sleep against Anakin's chest.

When Rex has finished cleaning Obi-Wan, he gives Anakin and himself a quick clean. "I think Obi-Wan needed a good fuck for a while now, if you do not mind me saying so, Sir" Rex says softly with a laugh as he tosses the cloth aside.

Anakin smiles at Rex "He certainly did. Jedi meditation can only relieve so much".

Rex gets up to gather his clothes quietly but is stopped by Anakin's voice. "Rex… I think there should be room enough for you to join us. We will cover for your disappearance from duty in the morning."

The clone captain looks up at his general surprised by the offer. "Do not make it an order Rex" Anakin jokes lightly.

"Certainly Sir" Rex smiles and hops into the cot with them. He tucks himself against their side with his arms embracing them warmly. "Goodnight Sir"

"Goodnight Rex" Anakin murmurs drifting off to sleep, smiling. Rex is asleep soon after.

* * *

 ** _The End_**


End file.
